Brian Argrett
About Brian Argrett
Brian E. Argrett (age 62) is Chair of the Board, President and Chief Executive Officer of Broadway Financial Corporation (BYFC) and City First Bank, N.A.; he became BYFC Vice Chair, President & CEO at the April 1, 2021 merger closing and Chair effective April 1, 2023 . He previously served as Director, President & CEO of CFBanc (2011–2021), founded and managed Fulcrum Capital Group/Partners, and earlier practiced real estate law at Pircher, Nichols & Meeks; he holds JD and MBA degrees from UC Berkeley and a bachelor’s degree from the University of Virginia . Pay-versus-performance disclosures show weak shareholder returns during his tenure: the value of a fixed $100 TSR investment was $44 (2022), $37 (2023), and $37 (2024), while net income was $5.636 million (2022), $4.514 million (2023), and $1.926 million (2024) . BYFC reported late SEC filing issues in 2025, receiving a Nasdaq notice regarding a delayed Q1 2025 10-Q (compliance plan window provided), highlighting reporting-controls risk .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CFBanc Corporation and City First Bank | Director, President & CEO | 2011–2021 | Led institution until merger with BYFC; positioned platform for combined public benefit banking footprint |
| Fulcrum Capital Group / Fulcrum Capital Partners, L.P. | Founder, Managing Partner | — | Built institutionally backed PE/IM platform; board experience across portfolio companies |
| Fulcrum Venture Capital Corporation (SBIC) | President, CEO, Director | — | Operated federally licensed SBIC; community development investing expertise |
| Pircher, Nichols & Meeks | Attorney (Real Estate) | — | Foundational legal/transaction experience in real estate |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| City First Enterprises | Chairman of the Board | Current | CFE is a significant BYFC holder; several BYFC directors also serve on CFE board (interlock risk) |
| IntraFi Network | Director | Current | Sector network role |
| California Bankers Association | Director | Current | Industry leadership |
| Community Development Bankers Association | Past Chair; Director | Current | Mission banking advocacy |
| Federal Home Loan Bank of Atlanta | Director, Vice Chair; Chair of Enterprise Risk & Operations Committee | 2016–Dec 2021 | Risk, finance, audit committee experience |
| Global Alliance on Banking on Values; Expanding Black Business Credit Initiative | Member/Director | Current | Values-based banking networks |
| Economic Club of Washington, D.C.; Federal City Council; Leadership Greater Washington | Member | Current | Civic/economic leadership |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 550,000 | 577,500 | 577,500 |
| Target Bonus % (CEO) | 30% of base | 30% of base | 30% of base |
| Actual Bonus Paid ($) | 206,250 | 114,883 | 115,869 |
| Stock Awards – Grant-date Fair Value ($) | 210,000 | 275,000 | 153,171 |
| All Other Compensation ($) | 66,463 | 75,876 | 61,924 |
| Total Compensation ($) | 1,032,713 | 1,043,259 | 908,464 |
Notes:
- Perquisites include $1,500/month automobile allowance, medical/dental/LTD/life insurance, 401(k) match, and social club dues (currently $1,500/month); 30 days vacation with up to 15 days carryover .
Performance Compensation
Annual Cash Incentive Plan Design
- Threshold: Minimum financial trigger requires ≥80% of Board-approved consolidated net earnings for the year before any payout .
- CEO opportunity range: 24% (at 80% achievement), 30% target, 37.5% max (≥125% achievement) of base salary; other senior executives: 20%/25%/31% .
- Performance objectives set annually from Strategic Plan, historically including: Net Earnings; Capital; Compliance; Net Loan Growth; Asset Quality; Core Deposit Growth; and prior years also Mission Execution, Operational Efficiency, Net Interest Margin Improvement, Capital Management, Compliance Risk Management .
Equity Awards – Grants and Vesting
| Grant Year | Award Type | Shares Granted | Grant-date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 2024 | Restricted Stock | 25,743 | 153,171 | Vests in three equal annual installments on each anniversary of March 26, 2024 (≈8,581/year) |
| 2023 | Restricted Stock | 32,126 | 275,000 | 33.3% in three equal installments on each of the three anniversaries of June 21, 2023 |
Equity award determination: Target grant value equals 40% of base salary; 32% at 80% achievement; 50% at ≥125%; vesting generally 33% at year 1 then monthly over 24 months or full acceleration on death, disability, termination for Good Reason, or termination without Cause .
Outstanding Unvested Equity (as of Dec 31, 2024)
| Item | Shares | Specific Vesting Dates |
|---|---|---|
| Unvested Restricted Stock (Argrett) | 52,882 | 5,935 on Mar 16, 2025; 10,602 on Jun 21, 2025; 10,602 on Jun 21, 2026; remaining 25,743 vest in three equal annual installments starting Mar 26, 2024 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Voting Class A) | 96,309 shares; 1.57% of voting common outstanding; includes 1,798 ESOP shares |
| Total Common Shares Outstanding | 9,231,180 (all classes) as of Mar 31, 2025 |
| Options | None outstanding for Argrett |
| Vested vs. Unvested | 52,882 shares unvested restricted stock as of Dec 31, 2024 (vesting detailed above) |
| Hedging Policy | Prohibits any hedging transactions (e.g., collars, swaps, short sales, options) by directors/officers/employees |
| Clawback Policy | Adopted Oct 2023 to comply with Nasdaq 5608/Rule 10D-1; recovers excess incentive-based compensation over prior three fiscal years following required restatement |
| Pledging | No explicit pledging policy disclosed; no pledges disclosed in proxy |
| Ownership Guidelines | Not disclosed in proxies |
Employment Terms
| Term | Provision |
|---|---|
| Agreement | Employment agreement effective Nov 17, 2021; five-year term beginning Apr 1, 2021; auto one-year renewals unless ≥90 days prior notice by either party |
| Base Salary | $577,500 effective Jan 1, 2023 (may be increased, not decreased absent across-the-board reductions) |
| Bonus Target | 30% of base; payout schedule tied to annual plan objectives (24%–37.5% of base depending on achievement) |
| Equity | Annual restricted stock opportunities based on specified performance metrics; target grant value = 40% of base (32%–50% range) |
| Severance (Termination without Cause/Good Reason/Disability) | Earned but unpaid bonus for prior year plus 36 months of base salary and benefits payable over 36 months; death/disability also receive prorated current-year bonus if employed ≥6 months |
| Change-in-Control | If terminated without Cause or for Good Reason within two years after a Change in Control, discounted present value of severance payable in lump sum within 10 days after effective release; double-trigger construct |
| Restrictive Covenants | Non-solicitation of customers/employees and confidentiality; “Cause” and “Good Reason” definitions specified |
| Perquisites | $1,500/month auto allowance; $1,500/month social club dues; medical/dental/LTD/life; 401(k) match; 30 days vacation (15 carryover) |
| Insider Trading | Policy governs trades; Company oversight of share issuances/repurchases |
Board Governance
- Board leadership model combines Chair and CEO roles (Argrett), with Vice Chair and Lead Independent Director (Marie C. Johns) designated to enhance independence; Board cites clarity of accountability and strategic execution as rationale .
- Independence: All non-employee directors are independent under Nasdaq/SEC standards .
- Committees (Company): Audit (Longbrake, Chair), Compensation & Benefits (Davidson, Chair), Corporate Governance/Nominating (Johns, Chair), with meeting frequency detailed and authority to engage independent advisors . Bank-level committees include Risk & Compliance (Bradshaw, Chair), Directors Loan Committee (McGrady, Chair), and Internal Asset Review (Ross, Chair), underscoring robust risk oversight .
- Attendance: The Board held 12 regular meetings in 2024; all incumbent directors attended at least 83% of board/committee meetings ; in 2023, boards held 11 meetings and incumbents attended ≥95% .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($) | 5,636,000 | 4,514,000 | 1,926,000 |
| TSR – Value of $100 Investment | 44 | 37 | 37 |
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($) | 5,357,000* | 1,554,000* | —* |
Values retrieved from S&P Global.*
Recent reporting-control risk: Nasdaq compliance notice (May 28, 2025) for late Q1 2025 10-Q filing; plan due within 60 days and potential extension up to Nov 17, 2025; Company cites valuation work on Securities Purchase Option Agreement related to Series C Preferred and fair value disclosures; auditor Crowe requires additional review time .
Director Service, Committees, and Dual-role Implications
- Board service history: Argrett has served on BYFC/Bank boards since the merger (vice chair, then chair from Apr 1, 2023); director since 2011 counting prior CFBanc service .
- Committee roles: As Chair/CEO, Argrett is not listed as a member/chair of Audit/Compensation/Governance committees (all chaired by independent directors), mitigating some dual-role risks .
- Dual-role implications: Combined Chair/CEO can compress independent oversight; BYFC designates a Lead Independent Director to chair executive sessions, coordinate agendas, and serve as liaison to management, which provides an independence counterweight . Interlocks with City First Enterprises (where Argrett is Chairman and CFE owns ~14% of BYFC voting common) present potential conflicts; the Board discloses policies, committee governance, and related-party transaction controls .
Compensation Structure Analysis
- Mix shifts: CEO cash bonus remained below target in 2023–2024 ($114,883 and $115,869 vs. 30% target), while equity grant values decreased in 2024 ($153,171 vs. $275,000 in 2023), suggesting pay-for-performance sensitivity amid weaker financial/TSR outcomes .
- Plan rigor: Minimum payout requires ≥80% of board-approved net earnings; structured ranges for cash and equity indicate formulaic discipline .
- Equity design: RS grants vest over multi-year schedules; 2024 grant vests in three equal annual tranches rather than monthly following year-one, simplifying vest cadence .
- Governance protections: Anti-hedging policy and SEC-compliant clawback policy (Oct 2023) strengthen alignment and recourse .
- Change-in-control economics: 3x salary-and-benefits severance over 36 months; double-trigger CIC payout as discounted present value in lump sum within 10 days post-release—generous quantum raises pay-risk in control events .
Risk Indicators & Red Flags
- Combined Chair/CEO structure (mitigated by Lead Independent Director but still an oversight consideration) .
- Reporting-controls risk flagged by Nasdaq 5250(c)(1) notice regarding late Q1 2025 10-Q filing .
- Interlocks: City First Enterprises holds ~14.05% of voting common; Argrett and three other BYFC directors also serve on CFE’s board (potential conflicts managed via lending/transaction policies and board approvals) .
- High severance multiple (36 months) and CIC lump-sum could heighten pay risk in event-driven scenarios .
- No explicit pledging policy disclosed; anti-hedging in place .
Equity Ownership & Director Compensation Context
- Argrett beneficially owns 96,309 voting shares (~1.57%); directors and executives as a group hold ~4.09% voting common (as of Mar 31, 2025) .
- Non-employee director compensation: $12,500 quarterly retainer ($15,000 if Chair; $14,000 if Lead Independent Director) plus $1,500 per committee chair retainer; $12,000 annual unrestricted stock grant; no outstanding director equity awards as of year-end .
Investment Implications
- Alignment: Bonus outcomes below target and reduced 2024 equity grant suggest pay responds to underperformance; anti-hedging and clawback strengthen alignment, while lack of pledging disclosure is a gap .
- Retention and event risk: Generous severance (3 years) and double-trigger CIC lump-sum provide strong personal downside protection, potentially increasing event-driven payout risk; vesting cadence indicates periodic sell pressure around annual anniversaries (see vest schedule) .
- Governance: Combined Chair/CEO with robust committee independence and a Lead Independent Director partially mitigates oversight risk; however, interlocks with City First Enterprises and late SEC filing notice elevate governance and reporting-risk considerations .
- Performance trend: Deteriorating net income and weak TSR over 2022–2024 frame execution risk; compensation design remains formulaic, but payout outcomes reflect financial constraints—investors should monitor whether incentive metrics (net earnings, loan growth, asset quality, core deposits) translate into sustainable profitability and improved TSR .